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HomeMy WebLinkAboutOrdinance 13227ORDINANCE NO I~ ~ ~ a ~ ORDINANCE AUTHORIZING THE SUBSTITUTION OF ONE OR MORE SURETY BONDS FOR THE RESERVE FUNDS SECURING THE OUTSTANDING PRIOR LIEN OBLIGATIONS AND SUBORDINATE LIEN OBLIGATIONS ISSUED AND INCURRED BY THE CITY FOR THE BENEFIT OF THE WATER AND SEWER SYSTEM THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule" city operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution, with a population according to the latest federal decennial census of in excess of 90,000, has established and currently owns and operates a combined waterworks and sanitary sewer system (the "System"), and WHEREAS, the Crty heretofore has established the City of Fort Worth, Texas Water and Sewer System Revenue Finance Program for the purpose of providing a financing structure for revenue supported indebtedness of the System, and WHEREAS, said Program was established pursuant to the terms of a "Master Ordinance Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" (the "Master Ordinance"), and WHEREAS, unless otherwise defined herein, terms used herein shall have the meamng given in the Master Ordinance; and WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued, incurred or assumed pursuant to the terms of supplemental ordinances (any such ordinance being a "Supplement"), and WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted four Supplements (designated as the "First Supplement", "Second Supplement", "Third Supplement" and "Fourth Supplement", respectively, and the "Prior Supplements", collectively) pursuant to which (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Serves 1991 A and Series 1991B, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Serves 1993, and the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996 (the "Previously Issued Parity Bonds") were issued, and (ii) the City entered into two respective ISDA Master Agreements (referred to herein as the "Swap Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GBDP, L.P , for the purpose of enhancing the security for or providing for the payment of the principal of and interest on the Previously Issued Parity Bonds by providing for the receipt of fixed rate payments which were estimated to exceed the variable rate payments to be made by the City under the Swap Agreements; and WHEREAS, the Previously Issued Parity Bonds and the obligations of the City under the Swap Agreements are secured by a pledge of a first lien on and pledge of the Pledged Revenues of the System, and WHEREAS, the Previously Issued Parity Bonds and the obligations of the City under the Swap Agreements are referred to herein as the "Previously Issued Panty Obligations", and WHEREAS, concurrently with the consideration of this Ordinance, the City Council has adopted a Fifth Supplement to the Master Ordinance in accordance with the provisions of the Master Ordinance and the bonds therein authorized shall hereafter constitute Panty Obligations under the Master Ordinance, on a parity with the Previously Issued Parity Obligations, and WHEREAS, the City heretofore adopted an ordinance (the "Subordinate Lien Revenue Bond Ordinance") authorizing the issuance of City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Senes 1989, in the aggegate pnncipal amount of $33,300,000 (the "Series 1989 Subordinate Lien Obligations"), and WHEREAS, the City reserved the right in the Subordinate Lien Revenue Bond Ordinance to issue obligations payable from a lien on the "Pledged Revenues" of the combined Water and Sewer System on a panty with the Serves 1989 Subordinate Lien Obligations; and WHEREAS, pursuant to such reservation of authonty, the City heretofore has issued its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Senes 1991, City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Senes 1992, its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Senes 1995, and its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1996 (collectively, the "Previously Issued Subordinate Lien Obligations"), and WHEREAS, the Master Ordinance penmts the substitution of surety bond in place of cash and investments held in the respective debt service reserve funds securing the Previously Issued Panty Obligations and the Previously Issued Subordinate Lien Obligations; and WHEREAS, the City Council finds rt desirable to substitute one or more surety bonds in place of the cash and investments held in the respective debt service reserve funds securing the Previously Issued Parity Obligations and the Previously Issued Subordinate Lien Obligations, 2 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 SUBSTITUTION OF CREDIT FACII.ITY FOR CASH AND ELIGIBLE INVESTMENTS IN THE RESERVE FUND ESTABLISHED FOR THE BENEFIT OF THE PREVIOUSLY ISSUED PARITY OBLIGATIONS That in accordance with the provisions of Section 7(b) of the Master Ordinance, the City hereby exercises the right reserved in the Master Ordinance to substitute a Credit Facility, in the form of a surety bond to be provided by Ambac Assurance Corporation (the "Surety Bond Provider"), for cash and Eligible Investments currently on deposit in the Reserve Fund. The Credit Facility shall be so substituted at the time of the issuance and delivery of the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Serves 1997 (the "Bonds"), the issuance of which is authorized by an ordinance adopted concurrently with the adoption of this Ordinance. The Credit Facility shall be in an amount no less than the Required Reserve Amount. For purposes of this Section 1 of this Ordinance, the Required Reserve Amount shall include the debt service on the Bonds as well as the Outstanding Previously Issued Parity Obligations. The Credit Facility shall be obtained on such terms and at such cost as the Designated Financial Officer deterrrunes to be the most advantageous reasonably, obtainable by the City Upon obtaining the Credit Facility, all cash and Eligible Investments currently on deposit in the Reserve Fund shall be transferred to the System Fund, as required by Section 7(b) of the Master Ordinance. Section 2 SUBSTITUTION OF CREDIT FACII,ITY FOR CASH AND ELIGIBLE INVESTMENTS IN THE SUBORDINATE LIEN RESERVE FUND ESTABLISHED FOR THE BENEFIT OF THE PREVIOUSLY ISSUED SUBORDINATE LIEN OBLIGATIONS That m accordance with the provisions of Section 7(b) of the Master Ordinance, and the ordinances authorizing the issuance of the Previously Issued Subordinate Lien Obligations, the City hereby exercises the right to substitute a Credit Facility, in the form of a surety bond to be provided by the Surety Bond Provider, for cash and Eligible Investments currently on deposit in the "Subordinate Lien Reserve Fund" established in accordance with the terms of the Subordinate Lien Revenue Bond Ordinance. The Credit Facility shall be so substituted at the time of the issuance and delivery of the Bonds. The Credit Facility shall be m an amount no less than the Required Reserve Amount. For purposes of this Section 2 of this Ordinance, the Required Reserve Amount shall have the same meaning given said term in the Master Ordinance, substituting "Subordinate Lien Obligations" for "Parity Obligations" The Credit Facility shall be obtained on such terms and at such cost as the Designated Financial Officer determines to be the most advantageous reasonably obtainable by the City Upon obtaming the Credit Facility, all cash and Eligible Investments currently on deposit in the Subordinate Lien Reserve Fund shall be transferred to the System Fund, as required by Section 7(b) of the Master Ordinance. Section 3 CONDITIONS FOR THE ISSUANCE OF THE SURETY BOND That m consideration for the issuance of the Credit Facility (one or more) by the Surety Bond Provider, the City agrees as follows 3 (a) Neither the Master Ordinance, any Supplement to the Master Ordinance nor the Subordinate Lien Revenue Bond Ordinance shall be amended without the prior written consent of the Surety Bond Provider for so long as the Credit Facility issued thereby remains in effect; (b) Should any consent of bondholders be necessary to take any action under either the Master Ordinance, any Supplement to the Master Ordinance or the Subordinate Lien Revenue Bond Ordinance, no such action shall be taken without the City also obtaining the consent of the Surety Bond Provider for so long as the Credit Facility issued thereby remains in effect; (c) For so long as the Credit Facility issued thereby remains in effect, the City shall furnish to the Surety Bond Provider (i) as soon as practicable after its being available, a copy of the annual audit of the City; (ii) a copy of any notice to be given to the registered owners of the Parity Obligations or the Subordinate Lien Obligations, and (iii) such other information as the Surety Bond Provider may reasonably request; (d) The City agrees to permit the Surety Bond Provider, for so long as the Credit Facility issued thereby remains in effect, (i) to discuss the affairs, finances and accounts of the System or any information the Surety Bond Provider may reasonably request regarding the Pledged Revenues with appropriate officers of the City and (ii) during the normal hours of operation of the City, to have access to and make copies of all books and records relating to the System, (e) Notify the Surety Bond Provider, for so long as the Credit Facility issued thereby remains in effect, if at any time there are insufficient moneys to make any payments of principal and interest required under the Master Ordinance, any Supplement to the Master Ordinance, or the Subordinate Lien Revenue Bond Ordinance; and (f) Provide promptly to the Surety Bond Provider, for so long as the Credit Facility issued thereby remains in effect, any filings made by the City in accordance with any continuing disclosure agreement undertaken by the City in connection with obligations secured by the Pledged Revenues. Section 4 GUARANTY AGREEMENT That the City Manager of the City is hereby authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney is authorized to approve as to foam, on behalf of the City, one or more "Guaranty Agreements" with the Surety Bond Provider, the form of said Agreements being in substantially the form attached to this Ordinance. 4 Section 5 FURTHER PROCEDURES. That the Mayor, the City Manager, any Assistant City Manager and the Director of Fiscal Sernces, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance. Section 6 PREAMBLE. That the preamble to this Ordinance is hereby incorporated by reference, and is to be considered a part of the operative text of this Ordinance. Section 7 IlVIMEDIATE EFFECT That this Ordinance shall be effective immediately from and after its passage m accordance with the provisions of Section 2 of Chapter 25 of the Charter of the City, and rt is accordingly so ordained. SIGNED AND SEALED THIS 11TH DAY OF NOVEMBER, 1997 Mayor, City of Fort Worth, Texas City Secretary APPROVED AS TO FORM AND LEGALITY City Attorney (SEAL) 5